Equestria’s Changeling Queen and the Abyssal Empress

by vren55

Chapter 26: Crashing Down, The Battle of Vanhoofer Part 2

Battle of Vanhoofer Part 2: Crashing Down

Author’s note/Warning: WARNING. It gets a bit DARK toward the end of the chapter. The rest of the chapter is perfectly good, but toward the end (i'm talking like the last 1/10) please don’t feel like a chicken if you don’t want to read that section and skip to the Author’s Notes. None of it is mature, but it’s a disturbing concept I play with. I won’t have nightmares over it and I don’t think it will cause nightmares due to the personalized nature of the scenes. Moreover, there is no explicit gore. It’s just the concept and tactic that Shi-Nihalar uses is disturbing.

Zerv: Vren’s just being a weeny. It’s not that bad.

Vren55: Better be a weeny rather than get complaints. :P

Also, we’re returning to the Old PC:TCQ tradition of ending on a cliffhanger… enjoy!

South of Vanhoofer Island

Having fought two wars with the Griffons since their existence, the Equestrians had quickly realized that the key in air combat wasn’t formation flying, training or even weaponry. It was speed.

And the Wonderbolts were very fast.

Spitfire was currently being chased by a spear-armed griffon she could just see out of the corner of her eyes. Thankfully, their airship the Executor was firing starshells and shooting flares into the night to let the Wonderbolts know where they were going.

The bright white light from these flares reflected off the griffon in a rather… sinister fashion, so much so it made him look like he had a mad glint in his eyes. No, he wasn’t one of the mind-controlled ponies. He was an actual cultist. Most of the attacking force was, with the exception of those actually manning the ships.

Luckily, this chase was all part of Spitfire’s plan. Rolling to the right, Spitfire tore toward her partner, Soarin, who was rolling left as they scissored toward each other. As he passed above her, Soarin’s saber slashed off the Griffon’s left wing, sending him tumbling out of the night sky with a scream.

Spitfire didn’t need to even say thanks as Soarin dropped in back behind her in their continuing search for target. They didn’t have time to either. The cultists were doing their damned best to bring down the REINS Executor, and there was a swarm of combatants battling all around the Equestrian airship.

And they had good reason to do so. Plumes of flame erupted with a deadly regularity from the airship’s gunports and underslung dual-gun turret. Every boom of the airships cannon signalled another hit. Below, one of the tugboats holding some minotaur cultists exploded. Beside it, a wooden schooner’s port side exploded into smithereens.

Other targets weren’t so easy to hit. After the initial bombing run that only did minor superstructure damage, the Equestrian destroyers were doing an evasive zigzag that prevented the airship from accurately hitting it. It didn’t help that it was still night and visibility, while improved by the starshells, wasn’t that good.

Spitfire grimaced and yelled back at Soarin. “We need those destroyers gone or else they’ll be able to bombard Harlequin’s position! Let’s round up the squad and head up back to the Executor and get more bombs!”

Soarin frowned. “Alright, but those small bombs aren’t not going to do much to them.”

“They’ll kill the crew, set fires, make it easier for the Executor to hit the destroyers. At the very least they’ll kill enough crew or damage the equipment so that the destroyers don’t fire on our friendlies!” Retorted Spitfire as she ascended and saw Fleetfoot and her partner High Wind dispatch a pair of pegasus cultists with their sabres. “Fleetfoot, High Wind! On me! We’re going to bomb the destroyers again!”

Fleetfoot nodded and was about to drop into formation behind Spitfire when she paused.

“Hey Captain… I think I see Dragon Turtles.”

Spitfire had noticed it a second after Fleetfoot had started to speak, but her squad-mate’s voice helped to confirm the incredulous sight.

It was difficult to see the turtles’ shells in the dark, and the ponies had no hope of glimpsing the kelpie handlers that were guiding the beasts. However, thanks to the flares, the lacquered hardness of the Dragon Turtles’ shells glinted in the night, like strange ephemeral jewels on the sea.

And they immediately went after the Equestrian destroyers. Searchlights shone out from the destroyers who turned away as fast as they could and judging from the smoke spewing from their funnels, were overloading their boilers just to get away. For a moment, Spitfire wasn’t sure if the turtles could take care of the destroyers, which was when something weird happened.

The destroyers seemed to slow to an almost halt, which bemused the Tartarus out of the maneuvering Wonderbolts. They weren’t crazy enough to remain still in the middle of a battle after all. The ships were still coughing smoke out and they seemed to wobble in the water as if the sea had lost its tension.

Whatever the cause, the Dragon Turtles took full advantage. One of them must have got its head underneath its target because the destroyer was rolled over, throwing its crew and the cultists it was carrying into the sea. The turtle then slammed its head onto the keel of the destroyer, probably breaking a hole into it, but also thrusting the vessel underwater, where it disappeared from sight.

The other dragon turtle was far more violent. Its jaws must have seized the ship and snapped it as it separated into two halves, both disappearing into the dark waters.

Spitfire, wincing, turned to her wingmate. “Soarin, report to the Executor. Tell them we have friendlies in the water. Dragon Turtles and possibly seaponies will be assisting us. Inform them to watch their fire and focus only on clear targets.”

Soarin nodded grimly. “Affirmative.”

Retariusil heard Harlequin’s yell just over the sound of the cannons firing and initially thought she was hearing things. The sight of the Others charging through dispelled that pretty quickly.

“Protect the cannon!” Screamed one of the changeling Mirror Guards, Ethelflaed, if Retariusil remembered correctly. Already, the changelings, ponies, and the kelpies under Ebb were racing toward the rear firing spells at the Old Ones in the case of the Mirror Guard.

The cannon crews in the meantime were panicking, trying to pull their cannon forward. Yet they were also looking warily to their front where the Others continued to pour in, now not held back by the cannon

Looking around her, Retariusil winced. They had lit the clearing with soft-glowing changeling were-lights. They gave a faded green light that they had realized (thanks to Alternia’s battle with Tethys) wouldn’t harm the kelpies eyesight.

In this green-tinged gloom, Retariusil could see Harlequin being spun around the top of the Other’s head, his wings stretching and stretching. But so many Others were appearing in the treeline, Retariusil had no idea if she could help.

“Whoever is in charge, turn the cannon around! I’m shutting the portal down!”

A heavily muscled earth pony saluted Retariusil, though judging by how quickly he did so, he clearly did it to get her attention rather than out of actual protocol.

“Captain Bunker Buster, m’am, but wouldn’t that mean we can’t funnel them in?”

Retariusil shook her head. “We can’t fight a two-front battle! I have no idea why the scouts to our rear didn’t tell us the Others were coming, but it’s clear they’ve figured our position! Hurry captain! And for the love of all things living, load the grapeshot!”

Not bothering to listen any further Retariusil shot into the star-studded night sky and flew to the portal as fast as she could. She really couldn’t miss it as the magic that made up the doorway blazed a clear outline. Her wings beating so furiously they made a thrupping noise, she tore high above Others who tried to grasp at her.

Aiming carefully, Retariusil shot a concentrated stream of magical fire at the edge of the portal. She was sure Queen Alternia’s portals were sturdy creations. However, if her mother’s lessons on changeling portals were correct, a concentrated attack on the border of it should disrupt it.

Retariusil’s orange-colored magical fire splashed into the green one of Alternia’s, the two magics warring for dominance, flames showering the Others. They didn’t like it and renewed their attempts to snag Retariusil out of the sky, but the changeling queen hovered further up, still focusing on the portal.

With a zap not unlike that of a teleportation spell, the portal snapped shut. Retariusil had a moment to see an Other reach out toward her before the last flames vanished. Her job done, Retariusil turned her attention to the Others.

They needed to die. All six of them. Except, Retariusil wasn’t sure how to accomplish this. The six Others ranged from a giant distorted pony-ish thing with squinty eyes, no mouth, way too short hind legs and way too long forelegs that towered over her, to a shorter what looked like a reptilian one on four legs. Every one of them looked equipped to kill. They were stepping very carefully on the slippery road, but Retariusil knew they were going to advance.

So it was with great relief that Retariusil saw Lunar Guard batponies charging toward them, spears and poleaxes at the ready in their hooves.

Or it was a relief, until they actually got into contact.

The vaguely pony like Other took a poleaxe to the face from a batpony, except it didn’t seem to notice. Instead it opened its face… Well… that was what it looked like to a horrified Retariusil as a mouth with rows and rows of teeth appeared, yawning open.

It then bit down on the shocked Lunar Guard’s head, biting it completely off.

Retariusil didn’t know she was screaming, neither that she had fired off a magical bolt right at the Other. She only screamed louder though when that spell exploded on its shoulder, spraying her with blood, but the Other kept charging for her, its mouth opening wider. An abomination looming out of the dark, lit only by a sickening green glow of the werelights that floated around the clearing.

Then there was something around her waist, a tentacle, yanking her back; Retariusil, still screaming, watched as the Other snapped its jaws, shut in thin air. It wasn’t finished yet though. With one leg, it hit her on the side, sending her and whoever had yanked her out of the way flying backward down the path. Whoever her rescuer was though, he or she had thrown her tentacles out to the not-ice covered parts of the path and had steadied them.

“Good work shutting the portal, but we got work to do!” snapped a familiar voice.

“Ebb?” gasped Retariusil.

“Are your ears broken? Get up!” snapped Ebb. Retariusil scrambled to her hooves and got back into the air.

Turning to the Equestrians, Ebb grimaced. Who the hell was in bloody command of this mess? Someone had to be. The Equestrians, Mirror Guard and Venecians had turned to face the oncoming Others whilst the Lunar Guard were assaulting the Others. They were taking heavy casualties, though.

The earth ponies found their attempts to impale Others met with their weapons being smashed out of their hooves if they were lucky, and their skulls crushed if they weren’t. The winged ponies were doing marginally better. They could, as they had done when Ebb and the Abyssal Guard had fought them, charge them from behind. As useful as they could be in distracting the Others, many of them also found tentacles batting them from the air.

The horned ponies and changelings were faring the best: they had magic which let them hit the Others when they couldn’t hit back.

Speaking of the horned ponies, one of them had run up to her, dressed in silver Mirror Guard uniform.

“Captain Ebb! I’m Lieutenant Hydrangea, Harlequin’s second-in command. Get back to the fight to our rear. Captain Vlad will take care of the Others.”

“Can he handle it?” asked Ebb even as she moved for the rear where the melee between the kelpies and Others had restarted.

“He will. If possible, organize your forces to funnel the Others into the centre where our cannon are. We’ll be careful not to hit them,” said Hydrangea.

Ebb glanced over at the Lunar Guard again skeptically. They were surrounding the Others from the air and at multiple angles, and were using their spears to try to bring them down. She was fairly sure some of them were going to die, but there were enough of them.

“Find somepony to get Harlequin. He got thrown somewhere over there,” said Ebb pointing to their left with a tentacle.

“Got it. Thanks,” said Hydrangea, a look of gratitude in her eyes as she galloped off

Ebb snorted and turned toward the rear of their lines and where the Others were fighting their allies. “Working with ponies, who would have thought.”

That was when a bright flash of lightning briefly blinded her. Cursing, Ebb gingerly opened her aching eyes and flattened her ears as an earsplitting crack of thunder, made all the more painful thanks to the kelpie captain’s excellent senses, hammered the eardrums of all those fighting.

“What in the Abyss?” snapped Ebb, staring up as dark clouds abruptly filled the night sky and rain began to pour.


One moment, the alicorns and changelings had been flying in a clear night sky with stars twinkling in the darkness.

Less than a minute later, black storm clouds had blocked out Luna’s beloved moon and any light they had to navigate the darkness had to come from their own horns or the werelights the changeling queen sisters had cast.

The darkness and the subsequent rain only made things worse.

Tethys wasn’t bothered by it, though. The dark, wet, battle… that was her environment. No matter the scale of it. She struggled, her tentacles seizing the mountain in front of her, sending sprays of water rattling down from them even as she did so. Her hooves digging into the sea floor, she resisted Shi-Nihalar’s attempts to throw her away, even as his attempts threw up towering sprays of water in the process.

The earth was trembling. The waves, displaced by the sheer weight and writhing struggles of Tethys against the titan, slammed into the beach, already rushing up to the treeline as severed parts of Shi-Nihalar’s towering tentacles hit the sea.

Around the one hundred story high Tethys, in front of the gargantuan Old God, flew tiny specks. They were the alicorns and changelings that were desperately trying to sway the balance of this battle.

They weaved past the tentacles, even at their own peril. The sheer size of them made it look like the alicorns and changelings were flying through the maze that was the castle buildings of Canterlot. Except this one was ever shifting, pouring with rain that blinded them, and gusts of winds, kicked up simply by the strikes… the exertion of the titans.

They were like gnats, and they frankly couldn’t be. Even as Celestia, her horn shining through the night unleashed a golden whip that scoured a ship-wide tentacle of Shi-Nihalar, forcing it to release Tethys’s neck, one of the Empress’s tentacles, in its attempt to latch onto Shi-Nihalar, nearly slammed into Chrysalis.

So massive it was that it seemed to move in slow motion, with rain and water pouring off of it like some great shelter. Chrysalis sped up, desperately beating her wings, just managing to zip out from under the weight of the tentacle as it slammed into and writhed around Shi-Nihalar’s own. Despite this, her ears rang as a slap echoed through the night, the sound of muscled flesh meeting flesh, and Chrysalis was nearly knocked off course as pellets of water and a blast of wind was driven into her back and wings.

Wet, nearly blinded by the water in her eyes and the winds pelting the raindrops into her face like so many stinging darts, Chrysalis cursed Tethys for nearly killing her and flew out of the dark writhing forest for a better look.

Little did Chrysalis know that Tethys had heard, though she hadn’t the time or luxury to retort.

Flying from Tethys’s head to her right flank, Chrysalis caught sight of Belladonna also diving. Attempting to get away from a strike by one of Shi-Nihalar’s smaller, only lighthouse width tentacles. She just managed it, though, and the wind generated by the power of the slash actually knocked her slightly off course.

And Shi-Nihalar wasn’t finished yet. Chrysalis quickly flew in and erected a shield encompassing herself and her sister just in time to receive the followup blow from the Primal God.

She had expected a tentacle strike. What Chrysalis hadn’t expected was white light blinding her completely, forcing her to shut her eyes in pain as something struck her shield and shattered it.

Thrown like a bouncing ball, Chrysalis and Belladonna were tossed backwards by the lightning strike where they splashed down in the distance.

Alternia and Simulacris hadn’t even noticed, only heard Chrysalis’s cursing and Belladonna’s alarm in their link.

Shi-Nihalar was coming after them as well more tentacles shot out to try to ensnare them, forcing the pair to dodge and fall back for a moment to catch their breath.

He’s getting desperate. He’s calling upon his more mystic powers. I’ve read really, really, obscure references to them, but I didn’t think the Old Ones could actually control the weather! gasped Simulacris.

Desperate, but even more dangerous! But at least the Empress is making some progress. cursed Alternia.

And the smaller Empress, her enormous height still dwarfed by Shi-Nihlar was indeed, doing a rather gruesome number on Shi-Nihalar. The Empress was painted black by Shi-Nihalar's blood. Blood that the rain diluted, but also spread across her armored body. Her head was sheathed in this coat of crimson that even tinted her eyes. It certainly was making her look more terrifying than ever, especially considering she had doubled her size.

Yet, Shi-Nihalar still towered over them all, his thousands of tentacles writhing in fury, swatting at Tethys who clung on. Every hit shuddering her, sending sea spraying so high it actually hit Luna and Celestia hovering at nearly one hundred stories.

It was then that out of Alternia’s sight in the darkness, on Tethys’s left, near her wing, Luna accompanied by Celestia, noticed that the clouds above Tethys looked particularly volatile, as if they were building up to something.

“Oh by the Creator! Everybody!”

Luna’s Royal Canterlot Voice was so loud that even the queens, and Alternia, who was more than an entire kilometer away on the right side of Tethys, heard her order. It was so loud that Tethys had to do her best to ignore the volume.

“We need to cast the Thunder Shield of Hurricane, NOW! Protect her head, wings and chest! I got the left wing!” Luna ordered, diving forward toward Tethys.

Somewhat confused, they all nevertheless immediately obeyed Luna, charging into the darkness and the sea spray that continued to try to blind them.

As Luna narrowed her eyes, focusing on the great left wing of Tethys, Celestia, flying low, tore up the back of Tethys, flapping furiously to ascend to the height of the head. It took nearly a minute just to do so and in the darkness, she nearly ran headfirst into Alternia who was just able to dodge both her, and the destroyer-breadth tentacle of Tethys’s mane that had reached out to deflect one of Shi-Nihalar’s blows.

As sea spray from the wet limbs peppered the pair, the two circled the Empress’s head.

It was then that Tethys suddenly lunged forward to take a bite of Shi-Nihalar and the the crown-like ensemble of horns on her head, came forward, nearly slamming the changeling and alicorn out of the sky.

As it did, the sharp points just missed the pair, only causing some minor turbulence wobble their flight paths.

“I got the head!” yelled Alternia.

“WHAT?” demanded Celestia unable to hear. They couldn’t be too close to one another as they were maneuvering rather quickly and the wind was blasting through her sea-filled ears.

“I got the head! You go for the left wing!” bellowed Alternia.

Celestia, finally getting it resisted the temptation to sigh, and after a few more flaps, dived down the spine of Tethys, tucking her wings in, she swept above blood-soaked tentacles, and to her left wing.

Here, Celestia began the framework for the shield, which was more of a ward. A counter-spell designed to nullify specific attacks.

Already, she could see the blue, shining edge of Luna’s ward on Tethys’s right wing, though Luna was too far in the dark for Celestia to see.

Meanwhile, above, Tethys could see a green glow above her head. She was also aware of the magic being cast on her wings, her chest, and sides. The expanse of her neck were left unguarded. The alicorns and changelings apparently didn’t have the magic power to completely cover her any longer.

All of a sudden, everybody were blinded by white light and deafened by a cracking boom. Lightning had struck the Empress.

Only Tethys and Alternia, the only flyers near the Empress’s head, saw the actual point of impact of the lightning, which was the tip of Tethys’s horn. The rest only saw white. Alternia felt their ward shatter, her neck reeled back as the feedback from their spell’s destruction hit.

Tethys on the other hand felt an unpleasantly hot sensation on the crown on her head, but otherwise was left largely unscathed.

As Alternia blinked back the whiteness, she could see Tethys’s head anyway was fine. Steam was pouring off of her rain-soaked mane and some of the blood had actually hardened onto her back. But the ward had done its work, though Alternia to her horrific awe, could feel the tips of her hair actually had been dried out by the blast.

But it wasn’t over yet, and she was right. Blue sparks flashed within the black clouds swirling overhead of the battle.

Down near Tethys’s wing, Luna saw a fork of lightning a split second before she shut her eyes. The impact sent sparks arcing into the air, nearly striking Luna. Her ward held, even as the lightning, somehow looking natural and yet horrifically unnatural in size and duration, unleashed itself on the protective magic, and faded.

“If anybody has anything that might distract Shi-Nihalar, now is the time. Or, better, does anybody have anything that might be able to strike him?” said Alternia.

Chrysalis, flying close to Belladonna, grimaced. Her head hurt, despite that Belladonna had stemmed the bleeding and healed her. Moreover, Belladonna was exhausted. She was barely casting any magic.

Nope, and we really can’t take another hit. Belladonna’s exhausted, said Chrysalis

I can’t make Shi-Nihalar hallucinate and you are all too far away to cast any illusions. If I make some, they’ll only help me and we need to ensure we’re split up or else we won’t be able to protect the Empress. replied Simulacris

Alternia groaned. Damn. Just do your best to distract him then. I’ll check in with Celestia and Luna.

Steeling herself Alternia dived back down Tethys’s back to the where she knew the alicorns were, somewhere anyway. The rain beating on her face meant it was almost impossible to see and if it wasn’t for the glistening water on Tethys’s dark blue tentacles and carapace, she’d run right into the Empress.

So it was a shock when she saw one of the Empress’s massive tentacles on her back loom toward her like an ominous tower of doom.

Gritting her teeth, Alternia rolled left, banking hard as the tentacle moved toward her, apparently going for Shi-Nihalar. Despite her efforts the tips of her hooves clipped the edge of the tentacle and to her horror, sent her into a spin.

Tumbling through the rain, Alternia screamed, splaying out her legs to balance herself and beating her waterlogged wings as hard as she could. As the world rolled and rolled around and around, she sucked in her stomach to keep from vomiting.

Finally, Alternia managed to stabilise herself. Shaking her head, she looked for Celestia’s distinctive white coat and finally found the alicorn. Though she was only hovering above Tethys’s wing, she was so far away she was basically a large speck in the night, which Alternia could see only due to the glow of her horn. Buzzing her wings, Alternia quickly made her way there.

Celestia didn’t even notice Alternia for a second, but as the changeling yelled, she turned to the sound of her voice and found her co-ruler.

“Celestia! Let’s find Luna and at the first opportunity, you two use Equinox’s Equalizer! I’ll cover you!” yelled Alternia.

Celestia nodded. “Got it! Luna’s somewhere on the left wing where you came from!”

It then suddenly occurred to Alternia that there was no more lightning. Black clouds still filled the sky, and rain pelted their face, but no more lightning.

“What the? Look at the ocean around the Empress!”

Hearing the urgent tone in Celestia’s voice, Alternia turned to stare ominously black sea around the Empress and the turbulent waves that splashed against the combatants.

They couldn’t see much thanks to the darkness, only hear the roar of the ocean, but was it just their ears, or did this roar seem to dim?

And was it getting colder all of a sudden?

Alternia sneezed and when she opened her eyes, she could see flakes of snow drive down. No. Not just flakes. The rain was gone, replaced by a white, swirling blizzard. The water on her now frigid steel armor froze so hard, she had to flex her muscles to make the joints work.

To all their astonishment though, the sea itself was actually freezing. It was like watching a film, but sped up. Thin sheets of ice formed at first, but then clumped together to form bigger sheets of ice, which grew whiter, and harder.

Tethys noticed it as well. She could also feel the water getting colder against her armor.

She wasn’t a kelpie for nothing though. Even as she grappled against Shi-Nihalar, she started to wave several of her massive tentacles. The water around her swirled, eddied and kicking up great waves twenty meters high that carried away rapidly forming ice floes to slam them into the trees.

Ice did form, freezing waves in place. Just holding them as if the waves themselves had looked into the eyes of a cockatrice. It also formed all over the gigantic bodies of the titans, with icicles shattering and slivers of ice falling whenever they moved. It rained ice, deadly, dangerously sharp. It forced the alicorns and changelings all over Tethys to raise shields above their heads just to make sure they stayed alive.

Yet, the water around Tethys, a huge swathe of ocean, remained ice free, turbulent, slamming into the ring of white around the now two-hundred story high Tethys, only stopping at the amorphous mountain of her opponent.

And Tethys was ready to counterattack.

Muscles flexed, sending more ice shards spiralling into the air. Tethys surged forward. The water displaced by her sudden charge caused a tsunami that nearly knocked the low-flying Luna out of the air and drowned her. Her legs dug into the sea floor, crushing any boulders underneath her hooves, kicking up great waves that crashed into the shore, tore up the beach and submerged the rolling boulders and trees that were shaking so hard, they were falling over.

Meanwhile, tentacles thicker than castle towers drove forward, forcing Chrysalis to teleport as a literal wall of flesh nearly flattened her. They targeted Shi-Nihalar’s eyes, stabbing and blinding them with a frenzied fervor that seemed impossible for something so big. As for Tethys herself, she took a great bite with her gaping maw, sending blood spewing down like rain, blackening the dark sky.

To the alicorns and queens then turning their attention to the sea that was freezing around and even on the Empress, they couldn’t help feel completely awestruck, and more than a little terrified.

I’m so glad she’s on our side. quipped Simulacris.

Pity she can’t seem to figure out not to nearly kill us. cursed Chrysalis.

I imagine she’s getting used to her new size. said Belladonna.

Enough! Back to work! We can still take the strain off of Tethys’s hydromancy. ordered Alternia.

Across on Tethys’s left, Celestia was already diving down. Her horn flashed, and a scorching dragon literally made of fire slammed into the water around Tethys’s right.

So hot was the alicorn’s spell that everybody could see glow of the flames, despite the distance between them.

The changelings and Luna were far more subdued. They sent beams of green and blue magic, warming the water and turning white ice to blue slush. With Tethys hydromancing the ice around her back into water, and with the queens and alicorns melting it, the ring of seawater stayed around Tethys. Outside of that, the waves themselves had frozen into strange, white sculptures, as if caught in a paralysis spell.

Alternia… I know we need to distract Shi-Nihlar, but I don’t know how long we can hold on. Our reserves are nearly gone at this point. said Simulacris.

Across Tethys, Chrysalis was shivering in her changeling armor, ice encrusted upon her eyebrows.

She’s right. I’m not sure we can even assist Tethys in combating the next thing he throws at us!

Belladonna, near Tethys’s right side, thought she saw an opening in the columns of undulating muscle obscuring her view.

Yet, as soon as she tried to go for it, another tentacle closed the hole, whilst another lunged for her.

Swearing madly, Belladonna shut her wings and let herself drop, clutching her legs to her side as tightly as possible. Still the tentacle chased after her, collapsing on top of her, not stopping for anything.

Desperately, Belladona beat her wings, trying to out-dive the striking tentacle and bank left, but she could still see the dark form out of the corner of her eye. It was just too big to avoid, larger than an office building, and still wider and taller.

Cursing, Belladonna opened a portal, dove headfirst into the green door and reappeared, hundreds of meters away from Shi-Nihalar, out of breath. And yet, the forms of Tethys and the great god still seemed so close.

Damnit. Chrysalis is right Alternia, we’re going to take a back seat.

Her breath coming out in harsh clouds of moisture, Alternia winced at the cold penetrating even her warming spells and froze her steel armor.

I understand. Stay far, far away. At least four kilometers. There’s no telling how far he can reach.

Come on Celestia… use the spell already! thought Alternia, eyes scanning Tethys and Shi-Nihalar for an opening.

That was when something conked Alternia on her helmet, and she thought she saw stars for a moment. Immediately raising a shield, Alternia gasped.

Hailstones, some as small as gemstones, others as large as basketballs, rained down on them. They did nothing to Tethys, merely bouncing off the tentacles she had enwrapped around Shi-Nihalar.

Get your shields up! yelled Alternia, blinking her eyes as she did so. Her head ached and she needed a moment to recover.

When she finally was able to see again she gasped. The shield she had erected was already cracking from the hailstones smashing against it. Immediately she reinforced it with a burst of magic, considering their options.

With the hailstones peppering them, it would be pretty much impossible to do anything to Shi-Nihlar. Granted, Tethys and the Primal God were so big, these were like dust-mites compared to them. To the alicorns and changelings, though, the hailstones that now whitened the night sky were a really big hindrance.

Oddly enough, Alternia noticed, a light was coming from behind her. Turning her head, she blinked in confusion. There was a light shining in the distance, obscured by the hailstones, but the dark only emphasized it.

Pouring more magic into her shield, Alternia hovered up to investigate, doing her best to ignore the incessant battering the hailstones were doing to her shield, and by extension, her ears.

It was a long journey up. Several long minutes of beating her wings to get a better look at the light. She was now close enough to see it was… well it looked like gold and blue blended together.

Finally, when she was nearly seven hundred stories over the sea, though only about two hundred stories taller than Tethys’s head from where she had started, Alternia realized who it was.

It was Celestia and Luna, wrapped in a shield, bright light, gold and blue, poured from the point where the two met their horns. Light so bright that it looked like daybreak immediately around them.

Quickly, Alternia approached and extended her shield around them all, allowing Celestia and Luna to drop theirs.

“Are you sure you won’t hit Tethys?” yelled Alternia, glancing back at the titans.

Even from this high, they still weren’t taller than Shi-Nihalar. The primal god remained a gargantuan mountain that still stood over Tethys, twice as tall and much broader.

Comfortingly, though, the Empress was now another mountain that dominated the skyline. Alternia wasn’t sure, but she guessed the Empress currently stood about five hundred stories high. And even though they were two hundred stories above her, and it still looked as if all she needed to do, was raise one of her kilometer long tentacles and just pluck them out of the sky. Her entire bulk was now out of the water, and they could see her legs, which alone were taller than any building in Equestria.

Celestia, gritting her teeth mused for a moment. “Pretty sure… We made sure to get high enough.”

“How long you got then?” asked Alternia.

“Not long. I just hope Tethys can hold on.”

The absence of the queens and alicorns was noticed by Tethys. She couldn’t fail to notice that the tentacles that were once trying to swat the queens were now trying to strangle her neck.

Growling, Tethys bit onto another tentacle, swallowing the meat, which tasted of salt and iron. She could hear the queens and alicorns nearby by the flap of their wings and the thrum of magic gathering at a single point, so she knew they hadn’t fled. The thought had crossed her mind though and she wondered what exactly was the delay.

Celestia and Luna better have something good! hissed Belladonna aloud as she watched the two sisters continue their casting.

Oh they do. Equinox’s Equalizer definitely is going to do some damage. said Alternia.

Chrysalis frowned. Well get them to fire faster. Shi-Nihalar is going to strangle Tethys to death!

From Chrysalis’s point of view, the gargantuan coils snaking around Tethys’s neck and around the tentacles she had put between them and her neck, seemed to be moving in slow motion. It was almost like watching a impossibly large python strangling an animal, many, many times larger than it.

But this was simply due to the distance the queens were at, and the size of Tethys and Shi-Nihalar. They were moving as quickly as they could. Tethys writhing in Shi-Nihalar’s grasp, meant her tentacles slammed into the water to find purchase on the shallow sea floor, toppling trees in her attempts and sending waves so high, so violent they buckled the ice, causing violent protrusions to suddenly rise out of nowhere.

So engrossed were the changelings in the contest of strength between the kelpie Empress and the Primal God, that they initially almost missed the beam of light, a mixture of blue-gold in color, strike Shi-Nihalar.

In fact, the only reason they noticed it was because they heard what seemed like a whine… an extremely high-pitched: “BZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZT.” Loud by any normal measure yet subdued in the dark background of the sloshing sea and banging of hailstones of magic, the whine and the gold-blue beam of magic were easy to miss. Indeed, the magic shone in the dark, but compared to the titanic mountain it was directed at, it looked like a very long needle just tapping the crown of this enormous hill.

To Tethys, closer to Shi-Nihalar and therefore the beam. She could see this narrow stream of magic hitting Shi-Nihalar, feel his tentacles tremble as it hit him. A torrent of blue-gold light. It didn’t seem to have any other effect though.

But she quickly shut her eyes regardless, half out of instinct, and half out of surprise. Her new senses, more vast, all-encompassing, could feel the power in the beam.

The heat wave that hit Tethys was somehow unpleasantly hot in this freezing temperature, and the sound itself was… astounding. The ripping of the Old One’s flesh from the explosion the spell was causing sounded like cloth tearing, magnified a thousandfold, and yet it continued and continued, refusing to stop.

The changelings, who hadn’t shut their eyes, got the best view of what happened. For a moment, the beam of magic had actually vanished into the dark, as if doing nothing.

The sphere of fire erupted slowly, growing like some beautiful white-hot glass globule in the night, a wonder to behold as it expanded, engulfing lighthouse and ship-sized tentacles, beautiful like a sun, streaked with dark, alien-like blues.

But as one stared too long at it, they noticed how each tentacle was vaporized, every shred of it committed to disintegration. Yet it grew, and sucked flesh and tentacles in, as if it had turned alive, devouring its target with terrifying wrath, and splattering Tethys with scorched bits of Old One.

When the explosion finally faded and the changelings and alicorns were able to open their eyes, their eyes stayed wide open.

Unfortunately, Shi-Nihalar was still very much there. The god’s indomitable presence filling Luna’s night sky with a patch of black.

But there was a fleshy bloody crater on the Old One where the beam had hit, nearly large enough to fit three battleships inside. It was mostly dwarfed by the mountain that was Shi-Nihalar, but it was still massive. The problem was that before their eyes the old god was actually regenerating the tentacles in the area that had been scorched.

Tethys growled, immediately enlarging the hole with a snap of her jaws, she tore another bite of flesh from her opponent, whilst her tentacles latched onto the sides of the hole for more leverage. She was delighted at the sheer rage and pain that trembled the Old Ones body. She doubted that any kelpie, pony or changeling had ever inflicted such grievous wounds on him. Good. Pain made opponents do stupid things.

Luna cursed. “You’re kidding with me. That… that exhausted nearly all of our magic!”

“How… just what was that?” demanded Chrysalis, vocalizing her thoughts.

A part of Tethys was wondering exactly what the spell the alicorns had used. It was no small feat to wound Shi-Nihalar in such a way. And so she did, at least with part of her now much vaster consciousness, listen carefully.

Equinox’s Equalizer is not actually named for the attack spell but for the stabilizing spell-matrix that allows two alicorn-level casters to focus their magic into a single point before releasing it. explained Alternia, grimacing.

“That being said, I wouldn’t undercut your efforts too much, Luna, Celestia. I think you managed to piss Shi-Nihalar off more,” said Alternia.

Shi-Nihalar didn’t scream so much as express its extreme displeasure. Its tentacles now rippled with a unyielding rage that elicited a cold fear in the stomachs of all those witnessing it.

A bit farther away, Alternia grimaced. “Luna, Celestia, stay back, you need to rest up. We’ll push on.”

“No, we can fly for at least a bit,” insisted Celestia.

Luna shook her head, her eyes half-lidded “Celestia, we need to—” She blinked. What the hell is going on?”

Parts of the thicker ice surrounding Tethys were swelling, as if something was pushing up from under it. What was even stranger was that some of the ice was breaking into thick chunks as it swelled. Also...

“Is that steam pouring off of the ice?” wondered Alternia.

Luna shook her head. “But how? It’s freezing! There shouldn’t be anything hot enough to melt the—”

Then the ice exploded.

Harlequin’s Command...

Retariusil smote another Other with a concussion to its face, following it up with thrusting a borrowed spear again and again into it. She didn’t care how brutal it looked or how it sprayed her with blood. There had been too many close calls already where she thought something was dead but wasn’t.

She had to be quick though and she immediately jumped back up after she killed the Other. There was another one closing in on her, slashing at her with its long hooked claws. The young queen blocked with her spear, which snapped, but held just long enough for herself to hover away.

Exhausted, she hovered back to the rear lines of the rear guard, now the last line of defence.

The battlefield was in a weird, ordered chaos. The falling snow gave the feeling of tranquil peace, but the combat and the blood spilled onto hoofstep-muddied slush told a completely different story.

Despite the insane weather changes that seemed to come from nowhere, the Others had continued to attack, advancing through the forest and had trampled or ripped down most of the smaller trees in their path. They were engaged mainly by the kelpies under Ebb.

The Equestrians didn’t just do nothing though. Some distance away from where the kelpies and Others meleed, craters of shell holes and splintered tree trunks littered the area where the Others were advancing through. It had been far too dangerous to use grape or canister shot to destroy the Others. They could however bombard the monsters as they approached, making sure they couldn’t just charge as a big wave. Crossbow armed ponies and spellcasters also did their best to reduce the number of Others approaching the kelpie fighters.

Retariusil and a number of batponies, changelings and ponies also were doing their best to support the kelpies. They couldn’t really confront the Others directly, but they could drag wounded kelpies back, or backstab Others occupied with engaging kelpies.

All that aside though, the battle was slowly being pushed back, closer and closer to where the cannons were. They were losing.

“Lieutenant Hydrangea, where are our reinforcements?” Retariusil asked.

The harassed-looking blue unicorn grimaced. “On their way! They should be coming in soon!”

“You said five minutes ten minutes ago! I know the weather’s gone mad now, but where the hell are the Cloudsdale Blues!” exclaimed Captain Vlad landing in front of Hydrangea.

“Well I don’t know! And has anybody seen Captain Pike?” demanded Hydrangea.

“Dead. An Other crushed his face in,” stated Vlad bluntly.

“Crap. Can we retreat? I don’t like the rate of the kelpie casualties. When they all go, we’ll be overrun,” asked Retariusil.

Hydrangea shook her head. “No. We have way too many wounded as it is. If we did we’d have to leave Harlequin and all the rest behind.”

Retariusil sighed. “Then we have to make our last stand here.” Glancing at Vlad, the queen took a deep breath. “I’m going back in—”

The commanders flinched and ducked as the ground was rocked by a series of explosions. As Retariusil looked up she gasped.

Blue-uniformed pegasi were filling the sky, diving at the Others and releasing small bombs that exploded amongst the ranks of the arriving monsters. Once finished, they continued to dive at the Others trying to hit them with their sabres.

The Others retaliated viciously, ensnaring pegasi out of the sky with their misshapen arms, tentacles, or armored claws. They sometimes even jumped into the air, body-slamming the pegasi with their entire weight and crushing them to the ground.

But whatever the effect, Retariusil and the commanders found herself letting out a sigh of relief. They could hold on, at least for a little longer.


The ice had exploded only for huge pillars of orange magma, intermixed with black spots, to nearly spray the flyers to death.

At the same time, more runny magma was spewing onto the ice, turning black upon contact, and creeping forward toward Tethys and Shi-Nihalar. He had suddenly pushed forward in massive heave of motion, pushing the Empress toward the rapidly forming semi-circle of lava behind.

Tethys struggled, throwing her far increased weight against the Old One, she repeatedly dug in her hooves into the sandy sea floor, while also using her tentacles to push down against whatever rocky outcrops she could hold onto. She refused to be burnt by this massive ball of flesh.

“He can control lava. OH COME ON!” roared Alternia unable to hold back her incredulity at the situation.

Celestia and Luna couldn’t manage anything but a groan before diving back toward Tethys along with Alternia.

The danger had only expanded with Tethys and Shi-Nihalar’s increased size, though.

As Simulacris rode the winds down to the ice where the lava was emerging, she heard ice breaking behind her. Glancing behind her, Simulacris gasped in horror and rolled right. A massive tentacle, as wide as a battleship was smashing down toward her, almost like it was in slow-motion. It had been severed from Shi-Nihalar by Tethys.

The heart-pounding panic that gripped Simulacris nearly immobilized her and although she kept moving, her instinct made her move in a straight line. Eyes wide, a scream pouring from her lips, she flew as fast as she could as the tentacle smashed the ice behind her. Only a brief, almost silent moment of clarity made her realize what she was doing was really stupid and at the last moment, she banked right.

Even then, the mass of the tentacle slamming into the pack ice blew a hail of shards into her armor and side, sending Simulacris off balance. Cursing, she hit the ice, rolling head over hooves, cries tore out of her throat by the pain in her broken leg.

Damnit! I’m grounded! I’m withdrawing for a bit.

Alternia, sending a jet of water at a column of lava, frowned. Do you need help?

No! Stay to the task at hand! sent back Simulacris.

Belladonna sighed, even as she called up a flurry-filled wind to cool the lava. Alright. Get back and be careful Simulacris.

Meanwhile, the lava blackened, hardening quicker as its march toward the pinned Tethys slowed. But it now had reached the area of ice-free water around Tethys, and more lava was already inching over the freshly cooled obsidian. It forced the queens and alicorns to keep trying to stop the lava’s advance, while Tethys fought Shi-Nihalar unimpeded. For Alternia and Celestia, this wasn’t so much of a problem.

However, for Luna, Chrysalis, and Belladonna, it was getting almost impossible to stop the lava from inching closer to Tethys. This was somewhat expected, but still a worry. They knew that Celestia’s greater magic reserves and Alternia’s love reservoir would allow them to keep fighting, but they hadn’t realized Luna and the other changeling queens would run out so quickly.

Not that the changeling sisters knew about each other’s situation. They were too busy trying to stay alive.

On the other hoof, Celestia had been accompanying Luna alongside Alternia and her nerves had finally gotten frayed enough.

“Luna, be careful, and don’t risk yourself! The Empress has this under control!” exclaimed Celestia pointing at the Empress.

Luna shook her head. “I’m not weak, Celestia!” she retorted.

“No one is saying you are, Luna, but the Empress is about to turn the tide on Shi-Nihalar!” Alternia shouted.

The Empress was now, actually about the same size as the Primal God.

As she had devoured him, she got stronger, while he had shrunk significantly since combat had begun, but both were now about the size of medium-sized mountains, around seven hundred stories tall.

Part of Tethys marvelled at her sheer height. Towering over the sea, she could feel the new power, the new magic flowing in her veins. Her consciousness… had expanded. She could hear more, be aware of the environment around her. From the panting of the distant changelings and alicorns, to the heartbeat of the struggling god she was fighting, and winning, she saw all.

And she decided that it was time to speed up the process.

Tethys flexed her muscles and threw more of her newfound power into her body. Plates of armor began to bulge to accommodate the contorting body. Around the Empress’s neck, six bumps formed, growing larger. Here the plates parted to reveal flesh writhing with movement. The mounds of flesh grew to immense proportions before exploding to reveal six heads atop long muscular necks.

As everybody watched, Tethys also made some modifications to all of her heads. She lengthened the neck, and discarded all semblance to anything equine. The Empress needed something a little more practical. The heads were long, pyramidal in shape, resembling a vastly warped eel. Eight pupil-less beady eyes, still a black ebony like a shark, crowned those heads like menacing jewels.

In a sudden burst of speed, Tethys threw herself into Shi-Nihalar. Slamming into his body, she stabbed into the Old One, widening a fleshy hole she was now thoroughly creating in the side of the massive Primal God, relishing the taste of the meat between her fangs. Meanwhile, the trees on the shoreline shook as the Primal God was slowly forced back by the titanic Empress.

Only able to nod wordlessly, the queens and alicorns quickly returned to the fight, winging into suppor Tethys. It was here that Alternia noticed that Tethys’s heads seemed to have… a second jaw. She thought she was seeing things as she dodged the strike of another tentacle, but then she saw another of Tethys’s seven heads seize another fleshy bite of Shi-Nihalar. After she did so, a second jaw of fangs extended from within her mouth and chomped down. This allowed the Empress to sever the flesh from Shi-Nihalar and swallow it quickly, and repeat the process.

Alternia didn’t allow herself to feel pity for Shi-Nihalar though. The Primal God was also doing its utmost to injure Tethys, and already, it had ground to a halt and was fighting back. To Luna, Chrysalis, Belladonna and Simulacris’s frustration though, they could now only act as decoys. They flitted around, unable to launch any spells. Their magic was thoroughly exhausted.

And Shi-Nihalar knew an opportunity when it saw one.

Several large tentacles went for Tethys’s two fin/wing-like appendages, slowly coiling around them.

Seeing this new move, Alternia, Luna and Celestia flew up Tethys’s tail… now miles long. As they zoomed up the long spine, they could only brace themselves for the task ahead.

Shi-Nihalar’s tentacles were now growing ever closer and ever larger in the eyes of Equestria’s Triumvirate. Although Shi-Nihalar was now noticeably smaller than he had been, the tentacles still could level several city blocks just by lying flat.

“I’m taking the lead!” shouted Celestia. Alternia and Luna nodded, falling behind Celestia in single column.

Celestia marked their target, one of the tentacles pulling on the upper part of Tethys’s wing with a golden blast that tore a chunk from it. Alternia immediately followed with a beam that nearly separated it, sending more of the God's black tar spewing almost right into the faces of the flyers. Luna finally severed it with a small magical bolt.

Then immediately, the three had to roll away, a massive tentacle descending on them. They avoided one, fighting the turbulence from the sheer weight of the strike, they weaved around one of Tethys’s tentacles that was reaching for Shi-Nihalar’s, narrowly missing it.

Banking hard, Celestia marked another target with a golden beam this time that lanced through Shi-Nihalar’s tentacle. Alternia and Luna followed up on it, firing under Celestia to sever the appendage.

It tottered almost like a tree… a massive, hundred story tall tree that wasn’t sure where to fall, before tipping over, right toward one of Tethys’s heads. One that was tearing through Shi-Nihalar’s tentacles.

Alternia cried out in warning, and Celestia immediately changed their course, ascending quickly toward where Tethys’s head was. Their horns glowing, the Equestrian Triumvirate seized the falling appendage, and just nudged it out of the way so it fell to Tethys’s right side, crashing down into the water with a splash that sent splashes water hundreds of meter into the air.

Breathing the freezing, damp, salty-tasting air, the three continued to hack away with cutting spells, but there were too many. Even as one tentacle fell off, another would take its place and too late, Alternia, Luna, and Celestia could only see Shi-Nihalar seize one of Tethys’s wings and drag it to an awaiting open mouth.

The Empress struggled, using two of her heads, she bit off another tentacle, the falling object blasting wind into Luna’s wings that nearly knocked her into Tethys’s tentacles. Only Alternia’s quick levitation saved her.

“Why won’t you just die!” spat Celestia, shoving a fireball, an inferno of orange flame, into Shi-Nihalar’s mouth, a cavernous thing that could easily fit a small village into it. Pulling up, Celestia dodged a tentacle that nearly side-swiped her out of the air, the wind blowing her mane all over the place.

Behind her, Alternia opened a portal which she and Luna dived into and out behind Celestia, and just in the knick of time. The tentacle smashed the portal into oblivion.

Meanwhile, Celestia’s flames cascaded down, blackening teeth and turning gums red, and momentarily shutting the jaws of that particular mouth. It didn’t stop Shi-Nihalar from opening it again.

With a titanic heave, the monster yanked Tethys’s wing into the cavern, pulling the Empress sideways. It sent waves, hundreds of meters high crashing into the Primal God, soaking the Triumvirate and the Empress. Then, before anybody could stop it, Shi-Nihalar bit down, the rows of teeth descending like a force of nature, it crushed into the flesh, red ichor squirting, so much that the air was filled with red mist.

The leering, bloodthirsty expression Tethys’s heads wore gave way briefly to a wince, and she yanked back, several tentacles pushing against Shi-Nihalar. As the wince faded, replaced with vehement rage, her wing parted from her, and she fell back, sending more waves crashing into the ice.

Her heads struck simultaneously into several different eyes of Shi-Nihalar, puncturing the white cornea, ripping out the eyeballs from the inside. The Old One seemed to shudder, just a bit, at that action and further countered. It seized boulders from the shallows of the bay and just threw them at the Empress.

Alternia, Luna and Celestia quickly turned to redirecting them. Blasting them would take too much time and consume too much magic, both which they little had. The simplest answer was to use their telekinesis to just pull them off course.

At the same time, occupying the Triumvirate with rock-deflecting duty, left everybody else open and without their backup.

We need to pull back! snapped Chrysalis, a rock sailing way too close to her for comfort.

Belladonna grimaced as she heard Chrysalis’s mental rebuttal. “You’re right. But if we do so we’ll leave Alternia, Luna and Celestia without support!”

Another boulder nearly took Chrysali’s head off as she ducked. We can’t offer support to Alternia and Celestia anyway! Our magic is nearly out! We should pull back before we get caught by something!

Up near Tethys’s necks, which towered high above them, Luna, utterly exhausted, the crown of her head hurting, realized she was at her limit.

Luna sighed and yelled, “Alternia, Cel—AAGH!”

Celestia and Alternia spun around, already flying toward Luna, but it was too late. She was caught by a tentacle around her hoof and more had seized her wings. They were smaller, only as wide as a large wardrobe, and had snaked through the dark to seize the alicorn.

Before the monster could bring Luna into a mouth though, Alternia managed to seize Luna with her telekinesis and hold her. Luna screamed in agony as the tentacles pulled harder, but Alternia, wincing, refused to let go.

Alternia and Celestia nearly had a heart attack when Luna’s screams increased to a fever pitch and they quickly realized why. The tentacle holding her had a mouth which had bit down on her left hind-leg. Celestia fired several spells at the tentacles holding the leg, but that was blocked by more tentacles rising to seize Luna. And she couldn’t just shoot the tentacle biting onto Luna too close to her sister.

“Luna! Hold on!” Celestia screamed, even as she sliced down another tentacle. She fired another blasting spell at one of the tentacles holding Luna and was rewarded when it blew apart.

With their peripheral vision, the alicorns and Alternia could see Tethys immediately intercept as many of the tentacles trying to seize Luna with hers. She even used her heads to snip several of them off.

But Shi-Nihalar was determined to take Luna. Massive tentacles, these ones the size of buildings, were descending down onto the Equestrian rulers.

Horrified, Alternia and Celestia prepared to try to block them, even though they knew they couldn’t. Yet, even as they braced themselves, the Empress’s tentacles, shooting out from beside them like suddenly constructed buildings, slammed into the tentacles. Some of them with crab claws that seized the monster’s tentacles and held them back.

Viscous black ichor poured down upon the Equestrian Triumvirate, nearly blinding them all. Some actually got into Celestia’s ears, mercifully deafening her a bit to Luna’s screams.

However, Celestia still managed to hear Alternia’s yell.

“Hurry up Celestia! I can’t hold her!”

The pressure building at the base of the changeling’s horn. She could feel how hard the monster was pulling on Luna, and not only did she have to hold onto Luna, she had to hold the alicorn together lest she be torn apart. The sheer power required for it was draining her, fast.

Celestia wasn’t sure if it was the adrenaline or the despair that her sister was about to be killed, but her horn burned with fervour, and she unleashed a golden whip that managed to cut another of Shi-Nihalar’s tentacles. She continued to slash at Shi-Nihalar’s tentacles with her magic, even as they yanked Luna closer to him.

Yet, even as Tethys, Celestia and Alternia struggled to keep Luna alive, a cold horror was seeping into their minds. The Primal God was dragging Luna ever closer to him despite their best efforts. Celestia could see that despite Tethys’s fierce attempts to halt Shi-Nihalar, Alternia was faced with deflecting and redirecting what seemed like an unending onslaught of tentacles, and was nearing her limit. The changeling had tears leaking from her eyes, and her horn blazed with green magic so bright it blinded anybody trying to look. It was also evidence of the sheer agony Alternia was undergoing in her struggle to hold on to Luna.

Celestia’s eyes widened suddenly and she froze, unable to move. Despite the excruciating pain she was in, Luna did notice and had a moment to wonder why her sister looked like that.

Then Celestia shut her eyes briefly and swallowed. “I’m sorry Luna.”

Before Luna could figure out what Celestia meant, her sister had launched a whip of golden fire that seemed uncomfortably close to her. No, it wasn’t just uncomfortably close, it was targeted at her! The whip cut through Luna’s leg just under the knee, cauterizing the wound in a brief burst of torment that led to her eyes rolling back into her head and her vision turning to black.

Celestia meanwhile, seized Luna in her telekinesis. Her horn sparking, she managed to yank the alicorn out with Alternia’s help.

“I’m taking her to safety!” Celestia declared as she flew away, her magic drawing Luna’s limp body to her.

Alternia nodded, tailing Celestia. “Good, I’ll AH—No, no, NO!”

Muscles tightening out of alarm, Celestia spun around and abject horror sent shivers down her spine.

Alternia was vanishing toward the still mountainous form of the great Primal God. Several of the monster’s smaller tentacles had seized her legs, barrel, head, and neck. The Old God had encapsulated Alternia in his grip, making sure to even grab her horn and cut off her magic. Now, their rain soaked muscles glistening in the storm, the tentacles were taking the changeling queen into one of the dark mound’s gaping, teeth-filled caves.

Hearing their sister’s mental screams. Chrysalis pulled up, charging toward where she could sense her sister was. Despite their injuries, Simulacris and Belladonna also flew toward where they could roughly sense their sister.

They were simply too far away though. They couldn’t even see Alternia.

Barely able to wriggle, wild, hysterical screams ripped themselves from Alternia’s mouth. “Please! Don’t let him eat me! I don’t want to be eaten!” The nightmare she had so long ago was becoming all too real. She was going to be devoured, and Celestia’s wide-eyed, straight-eared, open-mouthed horror only reinforced Alternia’s growing horror.

She wasn’t going to escape this. She was going to die, her throat hoarse from screaming, tears blurring her view of her loved ones, the stars vanishing as the toothy edges of the Old One’s maw engulfed her vision, and shut out the night.

Oddly enough, there was no crunching pain of the Old One’s teeth on her armor and carapace. Instead, Alternia dropped into darkness, and found herself pinned. Her legs crossed over one another, the slimy, wet walls of the Old One’s gullet completely immobilizing her. All she could move was her neck as the gullet of the Old One pushed her down. Desperately, she lit her horn and shot at the walls of the monster’s throat, her magic lighting up the darkness in a blue-green glow for a moment.

All her magic did was simply sizzle at the mucus. Her mind whirring, Alternia was about to attempt to levitate herself against the rippling motion of the Old One’s throat, until she had a thought.

What’s the point? I’m going to die. There’s nothing I can do.

But for some reason, while Alternia knew she was certainly thinking that, the thought seemed a bit odd.

But I’m not dead yet, thought Alternia.

But I’m about to be. I should just give up and be devoured.

In that moment of darkness. Tethys’s warning came back into the forefront of Alternia’s mind.

Is that Shi-Nihalar...

No wait, how would I know what Shi-Nihalar sounds like?

How do I know what are my thoughts?

Alternia shook her head, teeth grinding together her eyes looking up into the darkness. “Damn it! I don’t care if I die! I’m not giving up!” Shutting her eyes, Alternia started to draw her magic to her horn, feeling its power warm the base of her head.

Which exploded in searing pain as she heard her own, dispassionate voice say:

Then become a part of me.

Alternia opened her eyes to find a familiar gold-gilded white ceiling above her. She could feel soft sheets against her carapace, and the mattress perfectly supporting her back. She was in Canterlot.

And she wasn’t alone. There was a warm body next to her.

Crying out, Alternia leapt out of the bed, horn glowing as she pointed it at the bed’s occupant.

Only for her heart to stop.

“Voulge?” she whispered so quietly, with such fragility, Alternia wondered if she had said those words herself.

The white pegasus mare in the bed threw the sheets off, and had drawn a dagger from under her pillow. Her blue eyes darting around the room and golden mane wild. Alternia blinked rapidly, trying to break the illusion in front of her.

“Alternia, what’s wrong? Are you hurt?” she demanded in a high, but commanding voice.

“But it can’t be you...” muttered Alternia shaking her head, even as she took in the little details of her greatest love. From her slightly ruffled plumage, long straw-gold tail, to the small mole at the right side of her eye and the clipped left ear. It looked exactly like her. It sounded like her. It carried herself like her and from the scent in the air and on her… she smelt like her.

Voulge turned to Alternia, her brow furrowing. “Um, Alternia? What’s wrong?”

“You’re dead. You’ve been dead for five hundred years! And you never knew I was a changeling.” Alternia shook her head, her horn glowing. “This is some kind of trick. Shi-Nihalar must have tapped into my memories of you.”

Voulge put the dagger down and stepped off the bed, trotting slowly to Alternia. “Wait, slow down. Love, who is Shi-Nihalar? And I’ve known you were a changeling for years. You told me.”

“He’s an Old God, known to have extensive powers of mind control. As to telling you, I never did! I wanted to but you told me not to on your deathbed!” retorted Alternia her horn glowing.

Voulge paused, frowning. “Hmm, alright. Let’s say it’s mind control. You and I know that it’s rather difficult to create new memories though. So think back to last year, after the Final Battle of Cloudsdale.”

“You asked if you could court me while you were lying wounded in the infirmary. I said I needed time, and you pressed me as to why. I told you I’ve never been with a mare, but you rather accurately replied that that wasn’t the reason. So I told you.” Alternia blinked. “I told you… but huh?”

She could recall it now. Her frustration at her disguise. Her worry for her Captain of the Royal Guard. How she had screamed that she was a changeling queen and then fled. How Voulge had pursued, even wounded as she was. The talk they had, and their first kiss…

“Alternia, you’ve told me about that you’ve had problems with your memory. Could this be one?” asked Voulge in a calm tone, still tinged with concern.

“Yes, but Shi-Nihalar… well he’s a god and he has powers beyond anything I can hope to achieve in lifetimes. It’s more than likely this entire world is a fiction.” Alternia looked at Voulge and swallowed. “As… as are you. I... ” Alternia felt tears brimming in her eyes. “I don’t think you’re real, Voulge. You can’t be. I…” Alternia’s voice broke and she shut her eyes. “I saw you pass away.”

Voulge quietly wrapped her hooves around Alternia’s legs leaning her head against the changeling’s chest.

“No. You aren’t real. You died four hundred years ago!” Alternia opened her eyes, slowly stepping back, reluctant to break the mare’s hold on her. “You can’t be real. Shi-Nihalar’s just trying to break me.”

“Then we’ll work together to get you out of this dream, Alternia. No matter if I’m a figment of your imagination,” said Voulge quietly.

Unable to resist, Alternia buried her head into the mare’s mane, wrapping her hooves around her barrel and wings. She breathed in her scent. She had long accepted Voulge’s death, but seeing her again… Seeing her first Royal Guard Captain, the pony she had loved the most, in the prime of her years, with all her calculated determination, and loyalty...

“Thank you,” she whispered, looking into Voulge’s blue eyes.

Voulge smiled before pursing her lips. “Alright, first things first, we figure out what kind of spell you’re under. It’s possible Shi-Nihalar’s just entrapped you into a kind of dream state where you’re creating all of this including myself and is monitoring you right now… Oh wow that’s creepy.”

Alternia nodded, breaking from Voulge’s embrace. “Doesn’t seem like his angle though. Why give me you? You were one of the best… no, probably the best Royal Guard Captain I’ve ever had. He wants to break me, so why make you? You’re not real.”

“... Perhaps to torment you?” asked Voulge.

“Maybe… still, why?” wondered Alternia.

Voulge nodded. “We’ll have to find out, but first, let’s test this illusion. We’ll go do our daily tasks and see if anything seems… odd.”

Alternia nodded, doned her Celestia guise and her crown and regalia. Voulge equipped herself with her guard armor and the pair trotted out.

At the end of the day, Alternia and Voulge met back in her chambers. Alternia had a rather unhappy grimace.

“Nothing happened. Everything seems… just as it should be if it was… five hundred years ago. I cast all the spells I could think of to break illusions, but nothing happened,” said Alternia.

“I know… The other possibility is that you had a bad dream…but the way you described it to me suggests that that was no dream,” said Voulge.

“Then we sleep on it and observe the next day,” said Alternia. She climbed into bed and Voulge moved to leave.

Alternia coughed, catching her lover… illusion of her lover’s attention. “Wait, Voulge… can you stay?”

Voulge smirked. “Taking advantage of this mess to get some action, my princess?”

Alternia took a deep breath. “I just… fiction or not… I would appreciate your company.”

Voulge nodded, a small, understanding smile replacing her smirk. “Of course, princess.” She locked the door, took off her armor and slid into bed next to Alternia.

“Good night, dearest,” Voulge said, pecking Alternia on the cheek.

“Good night, Voulge,” whispered Alternia. And she stared at the pegasus until her eyes could stay open no longer.

The next day was absolutely routine.

As was the next.

And the day after that.

Alternia couldn’t figure out what the hell was going on. Or what Shi-Nihalar’s angle was. This… this wasn’t paradise, but to have Voulge at her side again…. Oh how much she had wanted to tell her dearest lover. How much she had missed her counsel and company.

If Voulge was a fiction, she’d rather spend as much time with her… not her… whatever she was, as much as she could.

Try as Alternia might though, it seemed as if this illusion was too complicated for her to breach. Days had turned into weeks, which had turned into months. She had conducted experiments and ordered her mages to examine the dimensional fabric, and seen their experiments herself.

Nothing changed. It was as if this world was her new reality. Maybe she had died and gone to some kind of afterlife? Or was it all a dream… yeah, it had to be a dream.

So as months turned into a year and then three. Alternia forgot about that silly little dream. It couldn’t be real. After all, nothing had happened. She was happy. Voulge was beside her, Equestria was at peace.

And one night, Voulge and Alternia made a rather big decision.

“It feels a bit weird that we’ll be making it formal when everybody knows where I’ve been when I’m not in the barracks,” said Voulge.

Alternia turned to her lover, a bit out of breath, her mane sticky with sweat. “Perhaps, but I love you, Voulge, and you definitely want this.”

“Indeed.” Voulge kissed Alternia on the lips. “Goodnight Alternia.”

“Goodnight,” said Alternia, quickly changing back into her Celestia guise before she finally closed her eyes.

When Alternia awoke she had a terrible ache in her neck and something was chafing around her hooves. She was cold… in fact, she was lying against something really hard and freezing.

Opening her eyes, Alternia looked up into the ceiling. A stone ceiling. She turned her head… there were bars. Bars of a prison.

“Huh? Voulge? Voulge!” Alternia scrambled to her hooves and tried to run, but tripped and fell flat on her face. Groaning, the changeling looked and noticed her hooves were chained to the floor. And she was in her … changeling guise?

“What the… Where am I?”

“Where you belong, you monster.”

Alternia looked up and stared in horror.

It was Golden Star, with an unmistakeable leer in his eyes. He was flanked by several other members undoubtedly of Equestria First.

“How… you’re… I was… Ugh…” Alternia struggled to her hooves. Her entire body ached… and especially her head. As she looked down at her hooves, she couldn’t believe how emaciated she was. Her head also felt… strange and she reached up to touch her horn.

And felt only air.

“You… you cut off my horn,” Alternia rasped and winced. The inside of her mouth tasted absolutely rotten and as she sniffed, she winced. The act itself shot pain up her nose and her cell… smelt like excrement.

“Wow, the torture must have worked wonders if you can’t remember when we did that,” snorted Golden Star as he unlocked the steel door.

“But you’re dead,” muttered Alternia, incredulous. Or was he… had Golden Star even been born yet?

Pain exploded in her jaw so sudden that it knocked her to the floor. She didn’t have a chance to recover though as Golden Star hauled her back up with his magic. She wanted to hit him, but her body… wouldn’t respond.

“I’m very much alive. And you are delusional. Let’s get you some time under the board and see if that freshens you up.”

And Alternia froze as she remembered the drowning. Unable to breath, she had flailed wildly even as her kidnappers had laughed. She remembered the despair, her realization she was going to die before Celestia and Luna found her in the hooves of these maniacs. The chafing of her restraints against her hooves. The vomit that had risen in her throat and choked her.

As the bile had risen in her throat. Alternia shook her head violently and struggled, but even as she tried, the Equestria First members simply seized her legs with their magic and brought her out.

“NO! PLEASE! ANYTHING BUT THAT! I’LL DO ANYTHING! ANYTHING!” Alternia screamed as she was dragged down the corridor. She knew what lay at the end.

Golden Star chuckled. “Oh you’re in luck, changeling. We’re not doing waterboarding today.”

Alternia blinked. “You’re not?”

“No… it’ll be worse,” sneered Golden Star.

And Alternia, recalling the whips, the spikes, the constant healing of her most life-threatening wounds, felt her empty stomach sink.

That day, it started on the rack. Her hooves stretched so far apart, they dislocated her forelegs. The screams ripped from her mouth had basically rendered her voiceless as she could simply scream no longer.

As always, there had been only a small point to the torture. Equestria First wanted more information on changelings. Alternia tries to resist at first anyway.

Except, they wouldn’t take no for an answer. They started using… inventive ways to torture her. Starvation was useful. As was sleep deprivation. Fire. Some days the pain didn’t stop even in the evening. They took shifts with her, trying new ways to break her spirit… and it worked.

She couldn’t help it, but even now, alone in the dark, stuck in solitary confinement for… only Shi-Nihalar knew how long… she didn’t know if she should feel guilty for doing so or not.

“This can’t be real. This… this is just his sick manipulation…is it? I was with Voulge... I was happy... but... why... why?” whispered Alternia.

Alternia swallowed, trying to gather enough spit to suck it down her dry throat. “No. The pain is too real.”

Alternia frowned. “Is it? You sincerely believed you were back with Voulge. That seemed real as well. He duplicated her perfectly… beyond perfectly. What makes you think you are not in another illusion?”

“They tore your stomach open Alternia! You saw your own guts! Face it! You’ve been captured. You need to figure a way out!” spat Alternia.

She blinked and shook her head. “There is no way out. Shi-Nihalar controls this scenario. You just need to endure it until they… they… who is they?”

“Your sisters, Celestia and Luna, Alternia! They’re coming for you! They’ll defeat him!”

Her heart suddenly sank. “And if they don’t? Do they even exist? How do you know if this isn’t real?”

Alternia shut her eyes. “I don’t.”

“Hey buggy, we got a present for you!” exclaimed Custard. He had been among the Equestria First members… but wasn’t he in jail?

Alternia didn’t know. Her eyelids were swollen almost shut and she had been hanging from her forelegs for… hours? Days?

But she could still see enough to recognize who was being dragged into the room, which somehow made her painfully empty stomach more sick than it had been.

“No…not her,” she croaked.

It was Lamia in chains. Her muzzle bound by rope, her eyes wide with fear. Her horn had been cut off.

“Our first victim. Too bad we never finished her… but what if…” Golden Star’s eyes glinted and Alternia cringed. She had seen that mad glint way too many times and been on the receiving end of what that signalled.

“The princesses and queens are getting way too close… and we’ve milked her for enough information. We might was well… dispose of them both.”

Lamia’s eyes widened in horror, whilst Alternia weakly shook her head. “Not her. Please.”

Custard and Golden Star ignored her, and instead, they tossed Lamia just under where Alternia hung, and fetched a torch from the bracket.

Lamia immediately started to writhe in terror, trying in vain to break the chains they had bound her in, but it was to no avail. Alternia could only stare at the flickering flames in shock.



“Emerald? Emerald!”

Emerald felt two hooves shaking her shoulders, and then a splash. Beautifully freezing water drenched her mane. Her eyes wide open, she sat up in her bed, hoarse breaths escaping from her fear-whitened lips.

“My dear, what happened?” asked the pony beside her.

Emerald shook her head. “Some… crazy dream. I… I was this… changeling queen? Fighting some a massive… primal god. He was… he tortured me… threw me through so… but how? Who…” Emerald blinked and turned to her husband. “Jester?” she asked questioningly.

“Yes dear?” asked the red eyes, black maned and yellow-oated unicorn.

Emerald shook her head, falling into her husband’s hooves and wrapping hers around her barrel. “Jester…. It felt so real… I… I thought for a moment I was this… Alternia.”

Jester chuckled, stroking Emerald’s feathers with a soft hoof. “It was just a dream Emerald. Just a dream.” He glanced at the soaked bed. “I would say we should go back to bed, but I need to dry the bed first.”

Emerald managed a weak chuckle. “Alright. I’m sorry.” Jester shrugged and cast a drying spell on the sheets. Once it was finished, the two tucked themselves back in.

“Love you honeypie.”

Emerald smiled, taking a deep breath, she closed her eyes. “Love you too, my joker.”

The next day, Emerald had finished her chores and was wondering what dinner to make. She wasn’t the best at cooking, but she could make simple dishes.

And also trying not to remember that dream she had had last night. Changelings didn’t exist after all. And if they did, Celestia and Luna would protect them from that. Besides, Canterlot was the most fortified city in Equestria. The changelings… if they even existed, would find an attack on the city suicidal.

“Yeah…. Silly me. Now hmm… Broccoli or cauliflower?” wondered Emerald as she opened her fridge and winced as the door knocked against the counter behind her. She and Jester probably needed to move from their apartment soon. It was too small.

A chime distracted Emerald from her musings. Frowning, Emerald trotted to the door and glanced through the peephole and smiled.

“Jester!” Emerald opened the door to her sheepishly grinning husband. “You’re back early!”

“Yeah… you know that Professional Training at the Defense Department was supposed to be doing today? Turns out it’s only for the new employees! As a senior policy officer, I don’t have to show!” laughed Jester, closing the door behind him.

Emerald smiled rosily. “That’s wonderful dear! And you came just in time. I was just about to decide what to make for dinner.”

Except Jester waggled his eyebrows rather suggestively and stepped into Emerald. “Oh? My dear, I think I have a very good idea on what to have for dinner.”

Emerald blinked. “Oh? What kind of—mmfff!” Emerald involuntarily tried to step back as her husband captured her lips, but he had a leg around her neck, and was guiding her to their bedroom.

When they finally broke their kiss, Emerald was sitting on the bed and feeling rather tired… or perhaps just out of breath now that she thought about it.

“Wait, Jester. I need a moment,” gasped Emerald, sliding gently out of her husband’s legs.

“Nah, you’re going to be just fine,” said Jester, smirking as he leaned in.

Emerald wasn’t sure what made her push Jester away… There was just something in Jester’s eyes… that didn’t seem… right, but before she knew it, she was on the bed and Jester was on the floor.

“Oh Celestia! I’m sorry dear… I don’t know what came over…” Emerald suddenly froze as she noticed something… odd.

“Jester. Why do you have blue eyes?” asked Emerald.

Jester blinked and glanced at the mirror on Emerald’s beau and sighed. It wasn’t the resigned kind of sigh though. It was more of a “rolling your eyes” kind of sigh.

“By the Great Hive Mothers, I could never get the eyes right,” growled Jester in an oddly feminine voice.

“What… Who are you?” demanded Emerald backing away slowly, her wings spread out defensively.

Blue flames engulfed Jester and to Emerald’s horror, Jester’s skin disintegrated as a black form rose from the the small inferno and took the form of an all too familiar form.

Oh by Celestia was it all too familiar, and yet, entirely different from how she had seen it in the dream. The changeling queen in front of her wore no silver regalia, only her black, polished carapace. There was no kindness in her eyes, or gentle smile, only a wicked sneer and hardened, ruthless eyes.

“I’m Alternia, Queen of the Phantoms. But as of now…” Alternia chortled and in a burst of blue flame, Emerald found herself staring at an identical, leering copy of herself.

“I’m Emerald, wife to Jester, senior policy officer at the Equestrian National Defense, with access to all of Equestria’s defense plans.”

“No…” croaked Emerald. She raced for the windows, wings flared, only to be stopped midair as blue magic surrounded her. She screamed, yelled for someone to help her, even as the queen used the sheets to bind her to the spare chair in their bedroom.

Only for that hope to fade as Alternia chuckled. “I’m not an idiot like my sister Chrysalis. You can scream all you want, but I have the whole apartment sound-proofed… Besides, save your breath.” Alternia leaned in close, and levitated over Jester’s baseball bat from its stand by the bed, stretched out Emerald’s right wing and tapped the bat on it. “You’re going to tell me everything there is to know about you and your husband. And then, you’re going to die.”

Emerald shook her head. “Please. Please have mercy. Please—”

Alternia brought the bat down on Emerald’s wing, and the pegasus wailed in agony, and she wouldn’t stop for hours.

Alternia opened her eyes for the… how many times had it been? She had lost count after the sixth time she… sometimes he had died. But she, or was it he? She or he was sure it had been at least a hundred times. Lifetimes… deaths… she or he had lived.

Anyway she/he vomited onto the floor and fell onto it, not caring that one side of his/her face was in the vomit. It’s caustic acidic flavor burning against his/her cheeks.

“Okay, Emerald… Alternia? Blackwood? Cyndra? Lamia? I…” Alternia… or was she Alternia? She or he shook her head. She/he was a changeling this time… A queen it seems, in silver regalia. She/he was in some kind of royal chamber.

“I… am Alternia? I…” She shook her head. “Shi-Nihalar…”

Who was she? Him? She… he? No… it was more accurate. It was most accurate. She was it.

What was going on? How many times had it died? Lived? Loved? Then be tortured gruesomely, only to wake up… as if it had all been a dream? And yet it could remember all of what had happened, every lifetime, heartbreak, surprise, horror, whiplash, punch, injury, violation… It had been a male. Female. Changeling, unicorn, kelpie… pegasus… animal? It was it, until it had died.

Every time it had seemed like a bad dream… every time it felt so real… Every time… yes… every time, she… it had died gruesomely. Sometimes it was happy, until it had woken up into a nightmare, as something different.

It didn’t know what it was anymore. It had given up figuring out if it was real or not.

It did know one thing though, and as it struggled to its hooves, it dragged itself through the vomit to the balcony. It then seized its own wings… gossamer wings this time…

And ripped the wings from its body. It hurt, a lot. It screamed but it was determined to beat… whoever it was fighting. It had long forgotten.

However, despite the pain… the agony it felt, it sneered to itself.

“If this is my existence… I’d rather die.”

So it jumped.

It fell long. It fell for a very long time. The wind whistled through its hair, through the holes in its legs

And it hit the ground.

It wanted… it expected, blackness. It wanted it to be quick.

But it was slow. No… it bounced down the rocks, rolling over and over. Bones cracking, it wailed until its jaws were smashed. When it stopped, for just a moment it thought it couldn’t feel anymore. But that was just the cessation of movement and new injuries.. The agony returned with nothing to distract it this time.

But it didn’t die. It found itself speechless. Alone. And yet, alive.

And all it could think… was this:

This can’t be real. I… It… It can’t be real. It does not want to exist. It just wants it to stop!